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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(Amendment No. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
(Name of Subject Company)
SV FAIRFIELD II, L.L.C.
SCG INVESTORS II, L.L.C.
(Bidders)
ASSIGNED LIMITED PARTNERSHIP INTERESTS
(Title of Class of Securities)
400749107
(CUSIP Number of Class of Securities)
JUDITH D. FRYER, ESQ.
GREENBERG, TRAURIG, HOFFMAN
LIPOFF, ROSEN & QUENTEL
153 EAST 53RD STREET
NEW YORK, NEW YORK 10022
(212) 801-9200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of Bidder)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION(*) AMOUNT OF FILING FEE
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$9,000,000 $1,800
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(*) For purposes of calculating the filing fee only. This amount assumes
the purchase of 22,500 units of Assigned Limited Partnership Interests
("Units") of the subject company at $400 in cash per Unit.
/X/ CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE
0-11(a)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT
NUMBER, OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
Amount Previously Paid: $1,800
Filing Party: SV Fairfield II, L.L.C.
Form or Registration No.: Tender Offer Statement on Schedule 14D-1
Date Filed: November 22, 1996
(CONTINUED ON FOLLOWING PAGE(S))
(Page 1 of 5 pages)
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CUSIP NO. 400749107 14D-1 PAGE 2 OF 5 PAGES
----------------
(1) Names of Reporting Persons SV FAIRFIELD II, L.L.C.
S.S. or I.R.S. Identification Nos. of Above Persons 06-1439119
(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
(3) SEC Use Only
(4) Source of Funds AF;WC
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) / /
(6) Citizenship or Place of Organization CONNECTICUT
(7) Aggregate Amount Beneficially Owned by Each Reporting
Person 0 UNITS
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
(9) Percent of Class Represented by Amount in Row (7) 0.0%
(10) Type of Reporting Person OO
(Page 2 of 5 pages)
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CUSIP NO. 400749107 14D-1 PAGE 3 OF 5 PAGES
----------------
(1) Names of Reporting Persons SCG INVESTORS II, L.L.C.
S.S. or I.R.S. Identification Nos. of Above Persons 06-1461827
(2) Check the Appropriate Box if a Member of a Group (a) / /
(b) / /
(3) SEC Use Only
(4) Source of Funds AF;WC
(5) Check Box if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(e) or 2(f) / /
(6) Citizenship or Place of Organization CONNECTICUT
(7) Aggregate Amount Beneficially Owned by Each Reporting
Person 0 UNITS
(8) Check if the Aggregate Amount in Row (7) Excludes Certain Shares / /
(9) Percent of Class Represented by Amount in Row (7) 0.0%
(10) Type of Reporting Person OO
(Page 3 of 5 pages)
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AMENDMENT NO. 2 TO TENDER OFFER STATEMENT ON SCHEDULE 14D-1
This Amendment No. 2 amends Item 11 of the Tender Offer
Statement on Schedule 14D-1, as amended by Amendment No. 1 (the "Schedule
14D-1"), of SV Fairfield II, L.L.C., a Connecticut limited liability company
(the "Purchaser"), filed with the Securities and Exchange Commission on November
22, 1996, relating to a tender offer by the Purchaser for up to 22,500 units of
assigned limited partnership interests (the "Units") of Scottsdale Land Trust
Limited Partnership, a Delaware limited partnership (the "Partnership"), at a
purchase price of $400 per Unit, upon the terms and subject to the conditions
set forth in the Offer to Purchase, dated November 22, 1996, of the Purchaser,
as amended on December 18, 1996 (the "Offer to Purchase"), and in the related
Assignment of Limited Partnership Units, as each may be supplemented or amended
from time to time (which together constitute the "Offer"), to include the
information set forth below. Unless otherwise indicated, all capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Schedule 14D-1 and the Offer to Purchase.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 is hereby supplemented and amended by adding the following, a
copy of which is attached hereto as Exhibit:
99.(A)(7) Press Release, dated December 20, 1996.
(Page 4 of 5 pages)
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: December 20, 1996. SV FAIRFIELD II, L.L.C.
(Bidder)
By: SCG INVESTORS II, L.L.C.
-----------------------------------
(Managing Member)
By: /s/ Barry S. Sternlicht
-----------------------------------
Barry S. Sternlicht, Managing Member
SCG INVESTORS II, L.L.C.
(BIDDER)
By: /s/ Barry S. Sternlicht
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Barry S. Sternlicht, Managing Member
(Page 5 of 5 pages)
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EXHIBIT INDEX
Exhibits Description Page
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99.(a)(7) Press Release, dated December 20, 1996.
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FOR IMMEDIATE RELEASE
SV FAIRFIELD II, L.L.C. EXTENDS EXPIRATION DATE OF OFFER TO
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PURCHASE UNITS IN SCOTTSDALE LAND TRUST LIMITED PARTNERSHIP
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GREENWICH, CT, DECEMBER 20, 1996 - SV Fairfield II, L.L.C., a Connecticut
limited liability company, has announced that it has extended the expiration
date of its offer to purchase up to 22,500 units of assigned limited
partnership interests (the "Units") in Scottsdale Land Trust Limited
Partnership, at a purchase price of $400 per Unit, until 12:00 Midnight, New
York City time, on Friday, January 10, 1997. Approximately 315 Units had been
deposited pursuant to SV Fairfield's offer as of December 20, 1996.
For additional information, contact The Herman Group, Inc., the Information
Agent/Depositary for SV Fairfield's offer, at (800) 992-6211.
